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SJP\70523894.3
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9 May 2025
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Eaton Corporation plc
Eaton Capital Unlimited Company
Cooper Industries Unlimited Company
Eaton Domhanda Unlimited Company
Eaton House, 30 Pembroke Road
Dublin 4
Ireland
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Eaton Corporation plc (registered number 512978) (the “Parent”)
Eaton Capital Unlimited Company (registered number 499912) (“Eaton Capital”)
Cooper Industries Unlimited Company (registered number 471594) (“Cooper Industries”)
Eaton Domhanda Unlimited Company (registered number 650031) (“Eaton Domhanda”)
(together, the “Companies” and each a “Company”)
€500,000,000 aggregate principal amount of 3.625% notes due 2035 (the “Notes”)
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| 1. |
Introduction
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| 1.1 |
We have acted as special legal counsel in Ireland to the Companies in connection with certain Irish law matters relating to the entry into of the Documents by the Companies.
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| 1.2 |
We are qualified to give this legal opinion under Irish law on the bases, under the assumptions, and subject to the reservations and qualifications set out below.
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| 2. |
Bases of Opinion
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| 2.1 |
This Opinion speaks only as of its date. We assume no obligation to update this Opinion at any time in the future or to advise you or any person of any change in law, change in
regulation, change in interpretation of law or regulation or change in the practices of the Irish Revenue Commissioners which may occur after the date of this Opinion.
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| 2.2 |
For the purposes of giving this Opinion we have examined original, facsimile or electronic copies of:
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| (a) |
the executed Documents;
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| (b) |
a certificate of an authorised officer of each Company dated 9 May 2025 (the “Certificates”),
attaching (as applicable):
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| (i) |
copies of the certificate of incorporation, certificates of incorporation on change of name and/or re-registration and the constitution of each Company (as applicable);
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| (ii) |
copies of the written resolutions of the board of directors of:
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| (A) |
the Parent, passed on 24 February 2021;
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| (B) |
Eaton Capital, passed on 11 July 2024 and 5 May 2025;
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| (C) |
Cooper Industries, passed on 1 March 2021 and 11 July 2024; and
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| (D) |
Eaton Domhanda, passed on 1 March 2021 and 11 July 2024,
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| (iii) |
a copy of the power of attorney of Eaton Capital dated 5 May 2025;
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| (c) |
results of searches made by independent law searchers on our behalf against the Companies on 8 May 2025 in:
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| (i) |
the Companies Registration Office;
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| (ii) |
the Petitions Section of the Central Office of the High Court of Ireland; and
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| (iii) |
the Judgments Office of the Central Office of the High Court of Ireland,
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| (d) |
all other relevant corporate documents of each Company and such further documents and matters of law as we have considered necessary or appropriate for the preparation of this
Opinion.
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| 2.3 |
In this Opinion:
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| 2.4 |
Initially capitalised terms used in this Opinion but not defined herein have the meanings given to them in the Documents.
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| 2.5 |
This Opinion is governed by, and interpreted in accordance with, Irish law.
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| 2.6 |
This Opinion is limited to the matters expressly stated in this letter only. In particular:
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| (a) |
save as expressly stated herein, we express no advice on the effect, validity, or enforceability of or the creation or effectiveness of any document;
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| (b) |
we express no advice on the contractual terms of any document other than by reference to the legal character thereof under the laws of Ireland;
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| (c) |
we have made no investigation of, and express no advice on, the laws, or the effect on the Documents and the Transactions of the laws, of any country or jurisdiction other than
Ireland, and this Opinion is strictly limited to the laws of Ireland as in force on the date hereof and as currently applied by the courts (excluding any foreign law to which reference may be made under the rules of Irish private
international law). We have assumed without investigation that, insofar as the laws of any jurisdiction other than Ireland are relevant, such laws do not prohibit and are not inconsistent with any of the obligations or rights expressed in
the Documents or the Transactions; and
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| (d) |
save as expressly stated herein, we express no views or opinion on matters of fact or tax.
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| 2.7 |
For the purposes of this Opinion, we have not examined any documents relating to the Transactions other than those documents set out in paragraph 2.2. Furthermore, we have not
examined any other drafts and/or copies of contracts, documents or other instruments affecting any Company or any other person and any other corporate or other records of any Company or any other person, other than as stated in this
Opinion.
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| 2.8 |
In giving this Opinion, we have relied upon:
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| (a) |
the Certificates and the statements made therein, together with the attachments thereto, and this Opinion is expressly given upon the terms that the information disclosed thereby
has not changed since the date thereof and that no further investigation or diligence whatsoever in respect of any matter referred to, or the statements made, in a Certificate (or in the attachments thereto) is required of us by you; and
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| (b) |
the results of the Searches.
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| 2.9 |
It should be noted that the Documents contain express references to provisions of statutes and the law of jurisdictions other than Ireland and we express no opinion on any such
provision or its application to the Documents or to any Company. We have proceeded on the basis that words and phrases used in the Documents to describe the laws and practices of such other jurisdictions have the same meaning and effect as
if they were governed by Irish law. Accordingly, our opinion must be regarded as being qualified to the extent that, if this basis is incorrect, we would have found it necessary or appropriate to include further assumptions and/or
qualifications.
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| 2.10 |
We consent to the filing of this Opinion with the SEC as an exhibit to a current report on Form 8-K and its incorporation by reference into the Registration Statement and to the
reference to our firm contained under the heading “Legal Opinions” in the Prospectus included therein. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 as amended, or the rules and regulations of the SEC.
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| 3. |
Opinion
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| (a) |
the bases of opinion set out in paragraph 2 above;
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| (b) |
the assumptions and reservations set out in paragraphs 4 and 5, respectively, below; and
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| (c) |
any matters or documents not disclosed to us,
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| 3.1 |
Corporate Status
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| 3.2 |
Capacity and Authority of the Companies
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| 3.3 |
Due execution
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| 3.4 |
Documents: No breach of constitutional documents/laws
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| 3.5 |
Registrations/filings
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| 3.6 |
Official Authorisations
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| 3.7 |
Governing law
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| 3.8 |
Submission to jurisdiction
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| 3.9 |
Enforcement of judgments
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| (a) |
the judgment has not been obtained or alleged to have been obtained by fraud or a trick;
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| (b) |
the decision of the New York court and the enforcement thereof was not and would not be contrary to natural or constitutional justice under Irish law;
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| (c) |
the enforcement of the judgment would not be contrary to public policy as understood by the courts or constitute the enforcement of a judgment of a penal or revenue nature or be
inconsistent with a judgment of the courts in respect of the same matter;
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| (d) |
the judgment is final and conclusive and is for a debt or definite sum of money;
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| (e) |
the procedural rules of the New York court and the courts have been observed; and
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| (f) |
the jurisdiction of the New York courts had been exercised in circumstances which, as a matter of Irish law, an Irish court will recognise as justifying enforcement of the
judgment.
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| 4. |
Assumptions
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| (a) |
the genuineness of any signatures and seals upon all original documents of any kind examined by us;
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| (b) |
the authenticity of all documents sent to us as originals;
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| (c) |
that all documents requiring to be delivered pursuant to any applicable law have been delivered;
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| (d) |
the completeness and conformity to the originals of all copy documents of any kind furnished to us;
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| (e) |
that, where incomplete documents have been submitted to us or signature pages only have been supplied to us for the purposes of issuing this Opinion, the originals of such
documents correspond in all respects with the last draft of the complete document submitted to us;
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| (f) |
that none of the Documents has been amended, modified or terminated in any way since the date that it was executed by the parties thereto;
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| (g) |
that:
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| (i) |
the copies produced to us of written resolutions are true copies and correctly record the subject matter which they purport to record;
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| (ii) |
any meetings referred to in such copies were duly convened and held;
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| (iii) |
at all times during such meetings there were sufficient members present to ensure a quorum;
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| (iv) |
those present at any such meetings acted bona fide throughout;
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| (v) |
all resolutions set out in such copies were duly passed; and
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| (vi) |
no further resolutions have been passed, or corporate or other action taken which would or might alter the effectiveness thereof;
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| (h) |
that the Documents and the Transactions have been entered into for bona fide commercial purposes, on arm’s length terms, without any intention to prefer any creditor over any other
creditor, without any fraudulent purpose and for the benefit of each Party thereto and are in those Parties’ respective commercial interest and for their respective corporate benefit;
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| (i) |
the business which a Company actually carries on is within the terms of its Constitution;
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| (j) |
that each Company is entering into the Documents in furtherance of its principal objects;
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| (k) |
that the Certificate of Incorporation, any Certificates of Incorporation on a Change of Name and Re-registration and the Constitution of each Company examined by us for the
purposes of this Opinion are correct and up-to-date;
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| (l) |
the accuracy and completeness of the results of the Searches, that the information disclosed by the Searches was up-to-date and that the information contained in the Searches has
not, since the date and time the Searches were made, been altered and that there was no information which had been delivered for registration or filing that did not appear in the relevant records or files at the time the Searches were made;
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| (m) |
the accuracy and completeness of the statements contained in the Certificates and of the documents attached to the Certificates as at the date of the Certificates and on the date
of this Opinion;
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| (n) |
as a matter of all relevant laws (other than, insofar as such laws apply to the matters expressly covered by this Opinion, the laws of Ireland):
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| (i) |
all obligations under the Documents will, upon execution and, where executed as a deed, delivery thereof, be valid, legally binding upon, and enforceable against, the Parties
thereto;
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| (ii) |
words and phrases used therein have the same meaning and effect as they would if the Documents were governed by Irish law;
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| (iii) |
the choice of governing law(s) is bona fide and valid;
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| (iv) |
all consents, approvals, notices, filings, recordations, publications, registrations and other steps necessary or desirable in order to permit the execution, delivery (where
relevant) or performance of the Documents or to perfect, protect or preserve any of the interests created by the Documents, have been obtained, made or done, or will be obtained, made or done, within any relevant permitted period(s); and
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| (v) |
the legal effect of the Documents, and the matters expressed to be effected thereby, as set out in the Documents, and the creation of any security or other interest in any assets
the subject thereof, will, upon execution and, where relevant, delivery of the Documents, be effective.
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| (A) |
laws of the jurisdiction of incorporation of each Party and each jurisdiction through which each Party acts for the purposes of the Documents;
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| (B) |
the governing law of the Documents where such governing law is not Irish law; and
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| (C) |
the lex situs and, if different, the law governing the creation of the assets which are, or purport to be, dealt with under the Documents;
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| (o) |
that there are no provisions of the laws of any jurisdiction outside Ireland which are or will be applicable to the Documents which would be contravened by, or are inconsistent
with, the execution, performance or delivery of the Documents and that none of the opinions expressed above will be affected by the laws (including the public policy) of any jurisdiction outside Ireland;
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| (p) |
insofar as any obligation or right of a Party pursuant to the Documents falls or will fall to be performed or, as the case may be, exercised in any jurisdiction outside Ireland,
that its performance or, as the case may be, exercise will not be illegal or ineffective by virtue of the laws of that jurisdiction;
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| (q) |
that:
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| (i) |
each Party to the Documents (other than the Companies):
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| (A) |
has been duly incorporated;
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| (B) |
is validly existing;
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| (C) |
has the necessary power, authority and capacity to take the benefit of the Documents expressed or intended to be for that Party’s benefit, and to perform its obligations under the
Documents,
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| (ii) |
each Party has complied with and will comply with all the laws and regulations applicable to the Transactions in any jurisdiction (other than Ireland insofar as such laws and
regulations apply to the matters expressly covered in this Opinion) and has obtained all governmental and other consents, licences and approvals required for the execution, delivery and performance thereof by the laws of the jurisdiction
(other than Ireland insofar as such consents, licences and approvals apply to the matters expressly covered by this Opinion) under which the same is to be performed (including such filing, registration, recording or enrolling of the
Documents in any such jurisdiction as may be required to ensure the legality, validity, enforceability or admissibility in evidence thereof);
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| (r) |
all necessary corporate and shareholder action has been duly and correctly taken by each Party (other than the Companies) to authorise its entry into, delivery and execution of
each of the Documents and to perform its obligations thereunder;
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| (s) |
that the Documents have been or (as the case may be) will be duly executed by a person or persons duly authorised to do so and so delivered by each of the Parties thereto in
accordance with its constitutional documents and the laws of the jurisdiction under which it is constituted;
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| (t) |
other than The Bank of New York Mellon Trust Company, N.A., as trustee, each Party acts and shall act as principal and not as agent or in any other capacity whatsoever, fiduciary
or otherwise and shall be personally liable as regards the obligations expressed to be owing by it and shall be the beneficial owner of obligations expressed in the Documents to be owed to it;
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| (u) |
there are no contractual or similar restrictions binding on any of the Parties which would affect the conclusions in this Opinion;
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| (v) |
no Party has or will have notice of any prohibition or restriction on the creation, execution or performance of the Documents;
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| (w) |
any calculation (including, without limitation, for the purposes of currency conversion) made under each of the Documents will be made in good faith and in a commercially
reasonable manner;
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| (x) |
that no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, who has been concerned in or taken part in the promotion
of, a Company has been the subject of a declaration under Section 819 (Restriction) or Section 839 (Disqualification of certain persons from acting as directors or auditors of or managing companies) of the Act;
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| (y) |
that the Documents and the Transaction are not and will not be affected by:
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| (i) |
any financial restrictions arising from orders made by the Minister for Finance under the Financial Transfers Act 1992, the Criminal Justice (Terrorist Offences) Act 2005 and 2015
or the European Communities Acts 1972 to 2012 or European Communities Regulations having direct effect in Ireland. Regulations and orders which have been made under those Acts and Regulations that are in effect at the date of this Opinion
impose restrictions on financial transfers involving residents of certain countries, certain persons and certain entities arising from the implementation in Ireland of United Nations and EU sanctions; or
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| (ii) |
any directions or orders made under the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2021;
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| (z) |
that none of Section 604 (Unfair Preference) or Section 443 (Power of court to order the return of assets improperly transferred) of the Act applies to any of the Transactions;
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| (aa) |
that Section 238 (Substantial transactions in respect of non-cash assets and involving directors
etc.) and Section 239 (Prohibition of loans, etc. to directors and connected persons) have no application to the Documents or the
Transactions;
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| (bb) |
that the Companies do not carry on any business of insurance, that the guarantees given by the Companies pursuant to the Documents would not be characterised as a contract of
insurance under the governing law thereof (New York law), that none of the Companies has received or will receive any fee or other remuneration for providing any such guarantee, that such guarantee is given by the Companies at the request
of the Group for the purposes of facilitating the financing of the business carried on by the Group (through the issue of the Notes by Eaton Capital), and that each of the Companies are members of the Group;
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| (cc) |
that the Underwriters have complied with and adhered to, and will comply with and adhere to, all the selling restrictions set out in the Prospectus in the section entitled “Notice
to Prospective Investors” at all times;
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| (dd) |
that no security interests of any nature have been or will be created pursuant to or under the terms of the Documents;
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| (ee) |
that the Notes:
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| (i) |
do not carry a right of conversion into stocks or marketable securities of a company having a register in Ireland or into loan capital having such a right;
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| (ii) |
do not carry rights of the same kind as shares in the capital of a company, including rights such as voting rights, a share in the profits or a share in the surplus on liquidation;
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| (iii) |
are not issued for a price which is less than 90 per cent. of their nominal value; and
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| (iv) |
do not carry a right to a sum in respect of repayment or interest which is related to certain movements in an index or indices (based wholly or partly and directly or indirectly on
stocks or marketable securities) specified in any interest or other document relating to the loan capital;
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| (ff) |
that the terms of the Documents will be observed and performed by the Parties;
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| (gg) |
the truth, accuracy and completeness of any representations, certificates and information given to us by or on behalf of any Party (including, without limitation, each Company) in
reply to any queries which we have considered necessary for the purpose of giving this opinion;
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| (hh) |
the completeness and accuracy of all representations in the Documents as to matters of fact;
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| (ii) |
the entry by the Parties into the Documents and the performance by them of the Transactions will not infringe the terms of, or constitute a default under, any trust deed,
debenture, agreement or other instrument or obligation to which any Party is party or by which any of any Party’s property, undertaking, assets or revenues are bound;
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| (jj) |
that there are no escrow arrangements or other agreements of a similar type in place in relation to the Documents;
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| (kk) |
section 82 (Financial assistance for acquisition of shares) of the Act has no application
to the Documents, the Notes or the Transactions; and
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| (ll) |
that any electronic signature inserted on the Documents or the Notes was inserted by or on behalf of and with the consent of the relevant signatory for the purpose of signing and
authenticating the Documents or the Notes.
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| 5. |
Reservations and Qualifications
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| 5.1 |
Notwithstanding any provision in the Documents to the contrary, the Documents may be capable of being amended by oral agreement or conduct of the Parties.
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| 5.2 |
Provisions in the Documents imposing additional obligations in the event of breach or default, or of payment or repayment being made other than on an agreed date, may be
unenforceable to the extent that they are subsequently adjudicated to be penal in nature. The fact that any payment is held to be penal in nature would not, of itself, prejudice the legality or validity of any other provision contained in
the Documents which does not provide for the making of such payment.
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| 5.3 |
Provisions in the Documents that calculations or certifications or acknowledgements are to be conclusive and binding will not necessarily prevent judicial enquiry by the courts
into the merits of any claim by a party claiming to be aggrieved by such calculations, certifications or acknowledgements; nor do such provisions exclude the possibility of such calculations, certifications or acknowledgements being amended
by order of the courts.
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| 5.4 |
To the extent that the Documents vest a discretion in any party, or provide for any party determining any matter in its opinion, the exercise of such discretion and the manner in
which such opinion is formed and the grounds on which it is based may be the subject of a judicial enquiry and review by the courts.
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| 5.5 |
Provisions of the Documents providing for severance of provisions due to illegality, invalidity or unenforceability thereof may not be effective, depending on the nature of the
illegality, invalidity or unenforceability in question.
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| 5.6 |
The effectiveness of terms of documents exculpating a party from a liability, obligation or duty otherwise owed is limited by law.
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| 5.7 |
The description of obligations as “enforceable” or “binding” refers to the legal character of the obligations in question. It implies no more than that they are of a character
which Irish law recognises and enforces. It does not mean that the Documents will be binding or enforced in all circumstances or that any particular remedy will be available. Equitable remedies, such as specific performance and injunctive
relief, are at the discretion of the courts and may not be available to persons seeking to enforce provisions of the Documents. Furthermore, the courts may not allow acceleration of amounts payable under the Documents where an event of
default occurs that is considered immaterial. More generally, in any proceedings to enforce the Documents, the courts may require that the Party seeking enforcement acts with reasonableness and good faith. Enforcement of the Documents may
also be limited as a result of (a) the provisions of Irish law applicable to contracts held to have become frustrated by events happening after their execution; and (b) any breach of the terms of the Documents by the Party seeking to
enforce the same.
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| 5.8 |
The obligations of each Party under the Documents are subject to all laws relating to insolvency, bankruptcy, liquidation, reorganisation, moratorium, examinership, trust schemes,
preferential creditors, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally.
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| 5.9 |
Where an obligation is to be performed outside Ireland under the Documents, it may not be enforceable in Ireland to the extent that performance would be illegal or contrary to
public policy under the laws of that jurisdiction.
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| 5.10 |
Any judgment of the courts for moneys due under the Documents may be expressed in a currency other than euro but the order may issue out of the Central Office of the High Court
expressed in euro by reference to the official rate of exchange prevailing on the date of issue. In addition, in a winding-up in Ireland of an Irish incorporated company, all foreign currency claims must be converted into an Irish currency
for the purposes of proof. The rate of exchange to be used to convert foreign currency debts into euro for the purposes of proof in a winding-up is the spot rate as of, in the case of a compulsory winding-up, either the date of
commencement of the winding-up (presentation of the petition for winding-up or earlier resolution for winding-up) or of the winding-up order and, in the case of a voluntary winding-up, on the date of the relevant winding-up resolution.
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| 5.11 |
A court may refuse to give effect to a purported contractual obligation to pay costs arising from unsuccessful litigation brought against a party and may not award by way of costs
all of the expenditure incurred by a successful litigator in proceedings before that court.
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| 5.12 |
Claims against any Party may be or become the subject of set-off or counterclaim and any waiver of those or other defences available to each Party may not be enforceable in all
circumstances.
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| 5.13 |
Currency indemnities contained in the Documents may not be enforceable in all circumstances.
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| 5.14 |
We express no opinion on how courts outside Ireland would apply the laws of Ireland in relation to any aspect of the Documents.
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| 5.15 |
Claims against any Party may become barred under relevant statutes of limitation if not pursued within the time limited by such statutes.
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| 5.16 |
We have not been responsible for investigating or verifying the accuracy of the facts, including statements of law, or the reasonableness of any statement of opinion contained in
the Prospectus or that no material information has been omitted therefrom.
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| 5.17 |
The failure of the Searches to reveal evidence that any Company has passed a voluntary winding-up resolution, that a petition has been presented or order made by a court for the
winding-up of, or appointment of an examiner to any Company or that a receiver or similar officer has been appointed in relation to any of its assets or revenues is not conclusive proof that no such event has occurred, in particular:
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| (a) |
the Searches may not have revealed whether a petition for winding-up or the appointment of any examiner had been presented;
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| (b) |
notice of a resolution passed, a winding-up order made or the appointment of a receiver or examiner may not have been filed at the Companies Registration Office, Dublin
immediately;
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| (c) |
searches have not been undertaken in any Office of the Circuit Court, notwithstanding that the Circuit Court has jurisdiction with respect to the examinership of certain companies;
and
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| (d) |
the position may have changed since the time the Searches were made.
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| 1. |
Base Indenture dated 9 May 2025, among Eaton Capital as the issuer (the “Issuer”), Eaton
Corporation, the Parent, the Subsidiary Guarantors (as defined in the Base Indenture) (including the Parent, the “Guarantors”) and The Bank of New York
Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Base Indenture”), as supplemented by the first supplemental indenture dated 9 May 2025 among the Issuer, the Guarantors and the Trustee (the Base Indenture, as
so supplemented, the “Indenture”); and
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| 2. |
Underwriting Agreement (the “Underwriting Agreement”), attached to and incorporated therein
to the Terms Agreement (together with the Underwriting Agreement, the “Terms Agreement”) dated 6 May 2025 and entered into between, amongst others, the
Issuer, the Guarantors (including the Companies) and the representatives of the several underwriters named therein.
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